8-A12G

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                               ANDREW CORPORATION
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


              DELAWARE                                   36-2092797
 -------------------------------------       ----------------------------------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)



       10500 West 153rd Street
        Orland Park, Illinois                               60462
 -------------------------------------                   ----------
(Address of principal executive offices)                 (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

   Title of each class                         Name of each exchange on which
   to be so registered                         each class is to be registered

          None                                                None
   -------------------                          -----------------------------


If this Form relates to the  registration  of a class of debt  securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. |_|

If this Form relates to the registration of a class of debt securities and is to
become  effective   simultaneously   with  the  effectiveness  of  a  concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction A.(c)(2), please check the following box. |_|

Securities to be registered pursuant to Section 12(g) of the Act:

                          Common Stock Purchase Rights
                          ----------------------------
                              (Title of class)

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

         On November 14, 1996, the Board of Directors of Andrew Corporation (the
"Company")  declared a dividend of one common stock  purchase  right (a "Right")
for each outstanding share of Common Stock, $.01 par value (the "Common Stock"),
of the Company.  The dividend is payable to  stockholders of record at the close
of business on December 16, 1996 (the "Record  Date").  Each Right  entitles the
registered holder to purchase from the Company, under certain circumstances, one
share of Common  Stock of the  Company  at a price of  $500.00  per  share  (the
"Purchase Price"), subject to adjustment.

         The  description  and terms of the  Rights  are set forth in the Rights
Agreement  (the  "Rights  Agreement")  between the Company and Harris  Trust and
Savings Bank, as Rights Agent (the "Rights Agent").  This summary description of
the Rights does not purport to be complete  and is  qualified in its entirety by
reference to the Rights Agreement, which is incorporated herein by reference.

         Until  the  earlier  to  occur  of  (i)  10  days  following  a  public
announcement  that a person or group of  affiliated  or  associated  persons (an
"Acquiring  Person")  has  acquired  beneficial  ownership of 15% or more of the
outstanding Common Stock, or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors  prior to such time as any person
or group of  affiliated  persons  becomes an  Acquiring  Person)  following  the
commencement  of, or  announcement  of an  intention  to make, a tender offer or
exchange  offer  the  consummation  of  which  would  result  in the  beneficial
ownership  by a  person  or group of 15% or more of the  outstanding  shares  of
Common Stock (the earlier of such dates being called the  "Distribution  Date"),
the Rights will be evidenced by the  certificates for shares of Common Stock and
not  by  separate  Rights   Certificates,   and  the  right  to  receive  Rights
Certificates will be transferable only in connection with the transfer of shares
of Common Stock.

         Until the Distribution Date (or earlier redemption or expiration of the
Rights),  (i)  certificates  for shares of Common  Stock  outstanding  as of the
Record  Date,  together  with a Summary of Rights  attached,  will  evidence the
Rights,  (ii)  certificates  for shares of Common  Stock issued after the Record
Date upon  transfer  or new  issuance of shares of Common  Stock will  contain a
notation  incorporating  the Rights  Agreement by reference and thereby evidence
the Rights,  and (iii) the surrender for transfer of any  certificate for shares
of Common Stock outstanding,  even without a copy of the Summary of Rights being
attached or without such  notation,  will  constitute the transfer of the Rights
associated with the shares of Common Stock represented by such  certificate.  As
soon as  practicable  following the  Distribution  Date,  separate  certificates
evidencing  the  Rights  ("Rights  Certificates")  will be mailed to  holders of
record of the Common Stock as of the close of business on the Distribution  Date
and such separate Rights Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution  Date. The Rights
will expire on the tenth  anniversary of the Record Date (the "Final  Expiration
Date"),  unless the Final  Expiration  Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, in each case as described below.

         The Purchase Price payable, and the number of shares of Common Stock or
other securities or property  issuable,  upon exercise of the Rights are subject
to adjustment from time to time to prevent  dilution (i) in the event of a stock
dividend on, or a subdivision,  combination or  reclassification  of, the Common
Stock,  (ii) upon the grant to  holders  of  shares of Common  Stock of  certain
rights or warrants to  subscribe  for or purchase  Common  Stock at a price,  or
securities  convertible into Common Stock with a conversion  price,  less than
the  then-current   market  price  of  the  Common  Stock,  or  (iii)  upon  the
distribution  to holders of the Common  Stock of evidences  of  indebtedness  or
assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
retained  earnings  or  dividends  payable in Common  Stock) or of  subscription
rights or warrants (other than those referred to above).

         The  number of  outstanding  Rights  and the number of shares of Common
Stock issuable upon exercise of each Right are also subject to adjustment in the
event of a stock  split of the Common  Stock or a stock  dividend  on the Common
Stock  payable  in shares of Common  Stock or  subdivisions,  consolidations  or
combinations  of the Common  Stock  occurring,  in any such  case,  prior to the
Distribution Date.

         In the event that the Company is acquired in a merger or other business
combination  transaction  or 50% or more of its  consolidated  assets or earning
power are sold after a person or group has become an  Acquiring  Person,  proper
provision will be made so that each holder of a Right will  thereafter  have the
right to receive,  upon the exercise thereof at the then-current  exercise price
of the Right,  that number of shares of common  stock of the  acquiring  company
which at the time of such  transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of affiliated
or associated  persons becomes an Acquiring  Person,  proper  provision shall be
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon  exercise  that number of shares of Common Stock having a market
value of two times the exercise price of the Right.

         At any time after any person or group  becomes an Acquiring  Person and
prior  to the  acquisition  by  such  person  or  group  of 50% or  more  of the
outstanding Common Stock, the Board of Directors of the Company may exchange the
Rights  (other than Rights  owned by such person or group which will have become
void),  in whole or in part,  at an exchange  ratio of one share of Common Stock
per Right (subject to adjustment),  or cash,  other equity or debt securities of
the Company,  other  assets,  or any  combination  of the  foregoing,  having an
aggregate  value  equal to the current  per share  market  price of one share of
Common Stock as of the date of issuance of such other consideration,  where such
aggregate  value has been  determined  by the Board of  Directors of the Company
based  upon the  advice  of a  nationally  recognized  investment  banking  firm
selected by the Board of Directors of the Company.

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Common Stock will be issued and in,
lieu  thereof,  an  adjustment in cash will be made based on the market price of
the Common Stock on the last trading day prior to the date of exercise.

         At any time prior to the acquisition by a person or group of affiliated
or associated persons of beneficial  ownership of 15% or more of the outstanding
Common  Stock,  the Board of  Directors  of the Company may redeem the Rights in
whole,  but not in part,  at a price of $.001 per right,  subject to  adjustment
(the "Redemption  Price"). The redemption of the Rights may be made effective at
such time on such basis with such  conditions  as the Board of  Directors in its
sole  discretion may establish.  Immediately  upon any redemption of the Rights,
the right to  exercise  the  Rights  will  terminate  and the only  right of the
holders of Rights will be to receive the Redemption Price.

         The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds  described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Common Stock then
known  to the  Company  to be  beneficially  owned  by any  person  or  group of
affiliated or associated  persons and (ii) 10%,  except that from and after such
time as any  person or group of  affiliated  or  associated  persons  becomes an
Acquiring  Person no such  amendment may  adversely  affect the interests of the
holders of the Rights.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.

         A copy of the Rights  Agreement  is  available  free of charge from the
Company.

ITEM 2.  EXHIBITS

Exhibit 1     Rights  Agreement,  dated as of November 14, 1996,  between Andrew
              Corporation  and Harris Trust and Savings Bank, which includes the
              Form of Rights  Certificate  as Exhibit A and a Summary of  Rights
              to Purchase Common Stock as  Exhibit  B.  Pursuant  to the  Rights
              Agreement, Rights Certificates  will not be mailed until after the
              earlier  of (i) the tenth day after the Stock Acquisition  Date or
              (ii) the  tenth  business day after the date of commencement  of a
              tender offer or exchange offer by a  Person  if upon  consummation
              thereof, such Person would be the beneficial owner of 15% or more
              of the Company's outstanding Common Stock.

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                         ANDREW CORPORATION


Dated:   November 18, 1996                By:     /s/  Charles R. Nicholas
                                                  ---------------------------
                                                       Charles R. Nicholas
                                                       Executive Vice President,
                                                       Chief Financial Officer

                                  EXHIBIT INDEX



 Exhibit
 Number          Description                                        Page
 ------          -----------                                        ----

       4         Form of Rights Agreement, dated as of
                 November 14, 1996, between Andrew Corporation
                 and Harris Trust and Savings Bank, which
                 includes the Form of Rights Certificate as 
                 Exhibit A and a Summary of Rights to Purchase
                 Common Stock as Exhibit B.

EX-4

                              ANDREW CORPORATION

                                   and

                         HARRIS TRUST AND SAVINGS BANK,

                              Rights Agent

                           ------------------

                             Rights Agreement

                      Dated as of November 14, 1996

                         Table of Contents
Section                                                                  Page
- ---------                                                                ----
Section 1.      Certain Definitions.........................................1
Section 2.      Appointment of Rights Agent.................................2
Section 3.      Issue of Rights Certificates................................3
Section 4.      Form of Rights Certificates.................................5
Section 5.      Countersignature and Registration...........................5
Section 6.      Transfer, Split Up, Combination and Exchange
                of Rights Certificates; Mutilated, Destroyed,
                Lost or Stolen Rights Certificates..........................6
Section 7.      Exercise of Rights; Purchase Price; 
                Expiration Date of Rights...................................6
Section 8.      Cancellation and Destruction of Rights Certificates.........7
Section 9.      Reservation and Availability of Capital Stock...............8
Section 10.     Capital Stock Record Date...................................8
Section 11.     Adjustment of Purchase Price, Number and Kind of
                Shares or Number of Rights..................................9
Section 12.     Certificate of Adjusted Purchase Price or 
                Number of Shares...........................................15
Section 13.     Consolidation, Merger or Sale or Transfer 
                of Assets or Earning Power.................................15
Section 14.     Fractional Rights and Fractional Shares....................16
Section 15.     Rights of Action...........................................17
Section 16.     Agreement of Rights Holders................................17
Section 17.     Rights Certificate Holder Not Deemed a Stockholder.........18
Section 18.     Concerning the Rights Agent................................18
Section 19.     Merger or Consolidation or Change of Name 
                of Rights Agent............................................18
Section 20.     Duties of Rights Agent.....................................19
Section 21.     Change of Rights Agent.....................................20
Section 22.     Issuance of New Rights Certificates........................21
Section 23.     Redemption.................................................21
Section 24.     Exchange...................................................22
Section 25.     Notice of Certain Events...................................23
Section 26.     Notices....................................................24
Section 27.     Supplements and Amendments.................................24
Section 28.     Successors.................................................25
Section 29.     Benefits of This Agreement.................................25
Section 30.     Severability...............................................25
Section 31.     Governing Law..............................................25
Section 32.     Counterparts...............................................25
Section 33.     Descriptive Headings.......................................25
Exhibit A       Form of Rights Certificate
Exhibit B       Summary of Rights to Purchase Common Stock

                                   RIGHTS AGREEMENT

        RIGHTS  AGREEMENT,  dated as of  November  14,  1996 (the  "Agreement"),
between Andrew Corporation,  a Delaware corporation (the "Company"),  and Harris
Trust and Savings Bank, an Illinois banking corporation (the "Rights Agent").

                                 W I T N E S S E T H

        WHEREAS, on November 14, 1996 (the "Rights Dividend  Declaration Date"),
the Board of  Directors  of the  Company  authorized  and  declared  a  dividend
distribution  of one Right for each  share of Common  Stock,  $.01 par value per
share, of the Company (the "Common Stock")  outstanding at the close of business
on December 16, 1996 (the "Record Date"), and has authorized the issuance of one
Right (as such number may hereinafter be adjusted  pursuant to the provisions of
Section  11(p)  hereof)  for each share of Common  Stock of the  Company  issued
between  the  Record  Date  (whether  originally  issued or  delivered  from the
Company's treasury) and the Distribution Date, each Right initially representing
the right to purchase one share of Common  Stock of the Company,  upon the terms
and subject to the conditions hereinafter set forth (the "Rights");

        NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
agreements  herein set forth,  the  parties  hereby  agree as  follows:

        Section 1.    Certain  Definitions.  For purposes of this Agreement, the
following terms have the meanings indicated:

    (a) "Acquiring  Person"  means any  Person who or which,  together  with all
Affiliates and Associates of such Person, is the Beneficial Owner of 15% or more
of the  shares of Common  Stock  then  outstanding,  but shall not  include  any
Excluded  Person (as hereinafter  defined).  Notwithstanding  the foregoing,  no
Person shall become an  "Acquiring  Person" as the result of an  acquisition  of
Common Stock by the Company which, by reducing the number of shares outstanding,
increases the proportionate  number of shares  beneficially owned by such Person
to 15% or more of the shares of Common  Stock of the Company  then  outstanding;
provided,  however, that if a Person shall become the Beneficial Owner of 15% or
more of the shares of Common Stock of the Company then  outstanding by reason of
share  purchases  by the Company and shall,  after such share  purchases  by the
Company, become the Beneficial Owner of any additional shares of Common Stock of
the  Company,  then such  Person  shall be deemed to be an  "Acquiring  Person."
Notwithstanding  the  foregoing,  if the  Board  of  Directors  of  the  Company
determines  in good  faith that a Person who would  otherwise  be an  "Acquiring
Person," as defined pursuant to the foregoing  provisions of this paragraph (a),

has  become  such  inadvertently,   and  such  Person  divests  as  promptly  as
practicable  a  sufficient  number of Common  Stock so that such Person would no
longer be an "Acquiring Person," as defined pursuant to the foregoing provisions
of this  paragraph (a), then such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement.
       
    (b) "Affiliate" and "Associate" shall have the respective  meanings ascribed
        to such terms in Rule 12b-2 of the General Rules and  Regulations  under
        the  Securities  Exchange  Act of 1934,  as amended and in effect on the
        date of this Agreement  (the  "Exchange  Act").

    (c) A Person shall be deemed the "Beneficial Owner" of, and shall be deemed
        to "beneficially  own," any securities:

        (i)  which such Person or any of such Person's Affiliates or Associates
        beneficially  owns,  directly or indirectly  (determined  as provided in
        Rule 13d-3 under the Securities Exchange Act of 1934);

        (ii) which such Person or any of such Person's Affiliates or Associates,
        (A) directly or indirectly, has the right to acquire (whether such right
        is exercisable immediately or only after the passage of time) pursuant
        to any agreement, arrangement or understanding (other than customary
        agreements with and between  underwriters and selling group members with
        respect to a bona fide public  offering  of  securities),  or  upon  the
        exercise of conversion rights, exchange rights, rights (other than these
        Rights),  warrants or options, or otherwise;  provided,  however, that a
        Person shall not be deemed the  "Beneficial  Owner"  of,  or to 
        "beneficially  own," securities  tendered pursuant to a tender or
        exchange  offer made by such Person or any of such Person's  Affiliates
        or Associates  until such tendered  securities are accepted for purchase
        or exchange;  or (B) the right to vote  pursuant to any  agreement,
        arrangement  or  understanding;  provided,  however,  that a Person 
        shall not be deemed the  Beneficial  Owner of, or to beneficially  own,
        any security if the agreement,  arrangement or understanding to vote
        such security (1) arises solely from a revocable proxy or consent  given
        to such Person in response to a public proxy or consent  solicitation
        made  pursuant to, and in accordance  with,  the applicable rules and 
        regulations  promulgated  under the Exchange Act and (2) is not also
        then  reportable  on  Schedule  13D  under  the  Exchange  Act (or any
        comparable or successor report); or

        (iii) which are  beneficially  owned,  directly  or  indirectly,  by any
        other Person with which such Person or any of such  Person's  Affiliates
        or Associates has any agreement, arrangement or understanding (other 
        than customary agreements with and between  underwriters  and selling
        group members with respect to a bona fide public offering of securities)
        for the purpose of acquiring, holding, voting (except to the extent
        contemplated by the proviso to Section 1(c)(ii)(B)) or disposing of any
        securities of the Company.

        Notwithstanding  anything in this definition of Beneficial  Ownership to
the  contrary,  the phrase  "then  outstanding,"  when used with  reference to a
Person's Beneficial Ownership of securities of the Company,  means the number of
such  securities  then issued and  outstanding  together with the number of such
securities not then actually issued and  outstanding  which such Person would be
deemed to own beneficially hereunder.

    (d) "Business  Day" means any day other than a Saturday,  Sunday or a day on
which banking  institutions in the State of Illinois are authorized or obligated
by law or executive order to close.

    (e) "Close of  business"  on any given date  shall mean 5:00 P.M.,  Chicago,
Illinois  time,  on such  date;  provided,  however,  that if such date is not a
Business  Day it shall  mean 5:00  P.M.,  Chicago,  Illinois  time,  on the next
succeeding Business Day.

    (f) "Common Stock" means the Common Stock,  $.01 par value per share, of the
Company, except that "Common Stock" when used with reference to any Person other
than the Company means the capital stock of such Person with the greatest voting
power, or the equity securities or other equity interest having power to control
or direct the management, of such Person.

    (g) "Distribution Date" has the meaning set forth in Section 3.

    (h) "Excluded  Person"  means  (i) the  Company,  (ii)  any  Subsidiary  (as
        hereinafter defined) of the Company,  (iii) any employee benefit plan of
        the Company or any Subsidiary of the Company, or (iv) any entity holding
        shares of Common  Stock for or  pursuant  to the terms of any such plan.

    (i) "Expiration Date" has the meaning set forth in Section 7.

    (j) "Person" means any individual,  firm, corporation,  partnership or other
        entity,  and includes any  successor  (by merger or  otherwise)  of such
        entity.

    (k) "Redemption Date" has the meaning set forth in Section 7.

    (l) "Stock Acquisition  Date" means the first date of public announcement by
        the Company or an Acquiring Person that an Acquiring Person has become
        such.

    (m) "Subsidiary"  of any Person means any corporation of which a majority of
        the voting power of the voting equity  securities or equity  interest is
        owned, directly or indirectly, by such Person.

        Where  reference  is made in this  Agreement  to  sections  of,  and the
General Rules and Regulations under, the Exchange Act, such reference shall mean
such  sections  and  rules  as  amended  from  time  to time  and any  successor
provisions thereto.

        Section 2.  Appointment of Rights Agent. The Company appoints the Rights
Agent to act as agent for the Company and the holders of the Rights (who, in 
accordance with Section 3 hereof, shall prior to the Distribution Date also be
the holders of the Common Stock) in accordance with the terms and conditions 
hereof, and the Rights Agent accepts such appointment. The Company may from time
to time appoint such Co-Rights Agents as it may deem necessary or desirable.

        Section 3.  Issue of Rights Certificates.

    (a) Until the earlier of (i) the tenth day after the Stock  Acquisition Date
or (ii) the tenth  Business  Day (or such  later  date as may be  determined  by
action of the Board of  Directors  prior to such time as any  Person  becomes an
Acquiring  Person) after the date of the  commencement by any Person (other than
an Excluded Person) of, or of the first public  announcement of the intention of
any Person  (other than an Excluded  Person) to  commence,  a tender or exchange
offer the  consummation  of which would  result in any such Person  becoming the
Beneficial  Owner of shares of Common Stock  aggregating 15% or more of the then
outstanding  shares of Common Stock  (including any such date which is after the
date of this  Agreement and prior to the issuance of the Rights;  the earlier of
such dates being herein referred to as the "Distribution  Date"), (x) the Rights
will be  evidenced  (subject to the  provisions  of Section  3(b) hereof) by the
certificates  for shares of Common Stock  registered in the names of the holders
thereof (which certificates shall also be deemed to be Rights  Certificates) and
not by  separate  Rights  Certificates,  and (y) the  right  to  receive  Rights
Certificates will be transferable only in connection with the transfer of shares
of Common Stock. As soon as practicable after the Distribution Date, the Company
will prepare and execute,  the Rights  Agent will  countersign,  and the Company
will send or cause to be sent (and the Rights Agent will, if requested, send) by
first-class,  insured,  postage-prepaid mail, to each record holder of shares of
Common  Stock as of the  close of  business  on the  Distribution  Date,  at the
address  of  such  holder  shown  on  the  records  of  the  Company,  a  Rights
Certificate,  in  substantially  the form of the  attached  Exhibit A (a "Rights
Certificate"),  evidencing  one Right for each share of Common Stock so held. As
of the  Distribution  Date,  the Rights will be evidenced  solely by such Rights
Certificates.

    (b) If it has not already  done so, the  Company as promptly as  practicable
following  the  Record  Date  will  send a  copy  of a  Summary  of  Rights,  in
substantially  the form of the attached Exhibit A (the "Summary of Rights"),  by
first-class,  postage  prepaid mail, to each record holder of Common Stock as of
the close of business on the Record Date, at the address of such holder shown on
the  records of the  Company.  With  respect to  certificates  for Common  Stock
outstanding as of the Record Date, until the Distribution  Date, the Rights will
be evidenced by such certificates registered in the names of the holders thereof
together  with a copy of the  Summary  of  Rights  attached  thereto.  Until the
Distribution  Date (or the  earlier  of the  Redemption  Date or the  Expiration
Date),  the surrender  for transfer of any  certificate  representing  shares of
Common  Stock  outstanding  on the  Record  Date,  with or without a copy of the
Summary of Rights  attached  thereto,  shall also constitute the transfer of the
Rights associated with such shares of Common Stock.

    (c) Certificates  for  shares  of  Common  Stock  which  become  outstanding
(including reacquired shares of Common Stock referred to in the last sentence of
this  paragraph  (c)) after the  Record  Date but prior to the  earliest  of the
Distribution  Date,  the  Redemption  Date or the  Expiration  Date  shall  have
impressed on, printed on, written on or otherwise  affixed to them the following
legend:

        This  certificate  also  evidences  and  entitles  the holder  hereof to
certain Rights as set forth in the Rights Agreement  between Andrew  Corporation
(the  "Company") and Harris Trust and Savings Bank (the "Rights Agent") dated as
of  November  14,  1996  (the  "Rights  Agreement"),  the  terms  of  which  are
incorporated herein by reference and a copy of which is on file at the principal
executive offices of the Company. Under certain  circumstances,  as set forth in
the Rights Agreement, such Rights will be evidenced by separate certificates and
will no longer be  evidenced by this  certificate.  The Company will mail to the
holder of this certificate a copy of the Rights  Agreement,  as in effect on the
date of mailing,  without  charge  promptly  after receipt of a written  request
therefor. Under certain circumstances set forth in the Rights Agreement,  Rights
issued to, or held by, any Person who becomes an Acquiring Person (as defined in
the Rights Agreement) may become null and void.

With respect to such  certificates  containing the foregoing  legend,  until the
Distribution  Date, the Rights  associated with the Common Stock  represented by
such  certificates  shall  be  evidenced  by such  certificates  alone,  and the
surrender  for  transfer  of any such  certificate  shall  also  constitute  the
transfer of the Rights associated with the Common Stock represented  thereby. In
the event that the  Company  purchases  or acquires  any shares of Common  Stock
after the Record Date but prior to the Distribution  Date, any Rights associated
with such Common Stock shall be deemed  canceled and retired so that the Company
shall not be entitled to exercise  any Rights  associated  with shares of Common
Stock that are no longer outstanding.

        Section 4. Form of Rights Certificates. The Rights Certificates (and the
forms of election to purchase Common Stock and of assignment to be printed on 
the reverse thereof) shall be substantially in the form set forth in the 
attached Exhibit  A  and  may  have  such  marks  of identification or
designation and such legends, summaries  or  endorsements printed thereon as the
Company may deem  appropriate and as are not inconsistent with the provisions of
this Agreement, or as may be required to comply with any applicable law or with
any rule or regulation made pursuant  thereto or with any rule or regulation  of
any stock  exchange on which the Rights may from time to time be  listed,  or to
conform to usage.  The  Rights  Certificate  shall be in machine  printable form
and in a format reasonably satisfactory to the Rights Agent.  Subject to the 
provisions of Section 22, the Rights Certificates  shall entitle the holders 
thereof to purchase such number of shares of Common Stock as shall be set forth
therein at the price set forth therein (such  exercise  price per  share,  the
"Purchase  Price"), but the amount  and  type of securities purchasable upon the
exercise of each Right and the Purchase Price thereof shall be subject to
adjustment  as  provided  herein.  

        Section 5. Countersignature and Registration. The  Rights  Certificates
shall be  executed  on  behalf of the Company by its Chairman of the Board,  its
President  or any Vice  President, either  manually or by facsimile  signature,
and shall have affixed thereto the Company's  seal or a facsimile  thereof which
shall be attested by the Secretary or an  Assistant  Secretary  of the  Company,
either  manually or by  facsimile signature.  The Rights Certificates  shall  be
manually  countersigned  by an authorized  signatory of the Rights Agent, but it
shall not be necessary for the same signatory to countersign all the Rights 
Certificates issued hereunder.  The Rights Certificates shall not be valid for
any purpose unless so countersigned.  In case any  officer  of the  Company  who
shall  have  signed any of the Rights Certificates   shall   cease  to  be  such
officer  of  the   Company   before  countersignature  by the Rights  Agent and
issuance and  delivery by the  Company, such Rights  Certificates, nevertheless,
may be countersigned by the Rights Agent and issued and delivered by the Company
with the same force and effect as though the person who signed such Rights 
Certificates had not ceased to be such officer of the  Company;  and any  Rights
Certificates  may be  signed on behalf of the Company by any person who, at the
actual  date of the  execution  of such Rights Certificate,  shall be a proper
officer of the Company  to sign such Rights Certificate, although at the date of
the execution of this Rights Agreement any such person was not such an officer.

        Following the Distribution  Date, the Rights Agent will keep or cause to
be kept, at its principal office or offices  designated as the appropriate place
for  surrender  of Rights  Certificates  upon  exercise or  transfer,  books for
registration  and transfer of the Rights  Certificates  issued  hereunder.  Such
books shall show the names and addresses of the respective holders of the Rights
Certificates,  the number of Rights  evidenced on its face by each of the Rights
Certificates and the date of each of the Rights Certificates.

        Section 6. Transfer, Split Up, Combination and Exchange of Rights 
Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates. Subject
to the provisions of Section 14, at any time after the close of business on the
Distribution  Date, and at or prior to the close of business on the earlier of
the Redemption Date or the Expiration Date, any Rights Certificate or 
Certificates (other than Rights Certificates representing  Rights that have 
become void pursuant to Section 11(a)(ii) or that have been  exchanged  pursuant
to  Section 24) may be  transferred, split up, combined or exchanged for another
Rights Certificate or Certificates, entitling the registered holder to purchase
a like number of shares of Common Stock as the Rights Certificate or 
Certificates  surrendered  then entitled such holder to purchase.  Any  
registered  holder  desiring to transfer,  split up,  combine or exchange  any
Rights  Certificate  or  Certificates  shall make such  request in writing
delivered  to  the  Rights  Agent,  and  shall  surrender the Rights Certificate
or Certificates  to be transferred,  split up, combined or exchanged at the
principal  office or offices of the Rights  Agent designated  for such  purpose.
Thereupon the Rights Agent shall countersign and deliver to the Person entitled
thereto a Rights Certificate or Rights Certificates showing the date of
countersignature  by the Rights Agent, as the case may be, as so requested.  The
Company may require  payment from the holder of a Rights  Certificate  or Rights
Certificates  of a sum sufficient to cover any tax or  governmental  charge that
may be  imposed  in  connection  with any  transfer,  split up,  combination  or
exchange of Rights Certificates.

        Upon receipt by the Company and the Rights Agent of evidence  reasonably
satisfactory to them of the loss,  theft,  destruction or mutilation of a Rights
Certificate,  and in case of loss, theft or destruction of indemnity or security
reasonably satisfactory to them, and, at the Company's request, reimbursement to
the Company and the Rights Agent of all reasonable  expenses incidental thereto,
and  upon  surrender  to  the  Rights  Agent  and  cancellation  of  the  Rights
Certificate  if  mutilated,  the  Company  will make and  deliver  a new  Rights
Certificate of like tenor to the Rights Agent for  countersignature and delivery
to the  registered  owner in lieu of the  Rights  Certificate  so lost,  stolen,
destroyed or mutilated.

        Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights

    (a) The registered holder of any Rights  Certificate may exercise the Rights
evidenced  thereby (except as otherwise  provided herein) in whole or in part at
any time after the Distribution  Date upon surrender of the Rights  Certificate,
with the form of election to purchase duly executed,  to the Rights Agent at the
principal  office or offices of the Rights Agent  designated  for such  purpose,
together with payment of the aggregate  Purchase Price with respect to the total
number of shares of Common Stock (or other  securities or property,  as the case
may be) as to which such surrendered Rights are then exercisable, at or prior to
the earlier of (i) the tenth  anniversary  of the Record  Date (the  "Expiration
Date"), (ii) the time at which the Rights are redeemed as provided in Section 23
(the "Redemption Date"), or (iii) the time at which such Rights are exchanged as
provided in Section 24.

    (b) The Purchase Price for each share of Common Stock  purchasable  pursuant
to the  exercise of a Right  shall  initially  be $500.00,  and shall be subject
to adjustment  from time to time as provided in Sections 11 and 13 and shall be
payable in accordance  with  paragraph  (c) below.

    (c) Upon receipt of a Rights Certificate  representing exercisable  Rights,
with the form of election to purchase duly executed,  accompanied by payment,
with respect to each Right so exercised,  of the Purchase  Price for the  shares
to be purchased and an amount equal to any applicable transfer tax to be paid by
the  holder of such  Rights  Certificate  in  accordance  with Section 9 by
certified  check,  cashier's  check or money order  payable to the order of the
Company,  the Rights Agent shall promptly (i)(A)  requisition  from any transfer
agent of the Common Stock (or make  available,  if the Rights Agent is the
transfer agent for such  shares) certificates  for the total number of shares of
Common Stock to be purchased,  and the Company irrevocably authorizes its 
transfer agent to comply with all such  requisitions,  or (B) if the Company
shall  have  elected  to  deposit  the total  number  of shares of Common  Stock
issuable  upon  exercise  of  the  Rights  hereunder  with a  depositary  agent,
requisition  from the depositary  agent depositary  receipts  representing  such
number  of  shares  of  Common  Stock  as are to be  purchased  (in  which  case
certificates  for the shares of Common Stock  represented by such receipts shall
be  deposited by the transfer  agent with the  depositary  agent and the Company
will direct the  depositary  agent to comply with such  requisition),  (ii) when
appropriate, requisition from the Company the amount of cash, if any, to be paid
in lieu of fractional  shares in accordance with Section 14, (iii) after receipt
of such certificates or depositary  receipts,  cause the same to be delivered to
or  upon  the  order  of the  registered  holder  of  such  Rights  Certificate,
registered in such name or names as may be  designated by such holder,  and (iv)
when appropriate,  after receipt thereof,  deliver such cash, if any, to or upon
the order of the registered holder of such Rights Certificate.

    (d) In case the registered  holder of any Rights  Certificate shall exercise
less than all the Rights evidenced thereby, a new Rights Certificate  evidencing
Rights  equivalent to the Rights  remaining  unexercised  shall be issued by the
Rights Agent and  delivered to, or upon the order of, the  registered  holder of
such Rights  Certificate,  registered in such name or names as may be designated
by such holder,  subject to the provisions of Section 14.

        Section 8. Cancellation and Destruction of Rights Certificates. All 
Rights Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or any of its
agents, be delivered to the Rights Agent for cancellation  or in canceled  form,
or, if surrendered to the Rights Agent,  shall be canceled by it, and no Rights
Certificates  shall be issued in lieu thereof  except as expressly  permitted by
any of the provisions of this Agreement.  The Company shall deliver to the
Rights Agent for  cancellation  and retirement,  and the Rights  Agent shall so
cancel and retire,  any other Rights Certificate purchased  or  acquired  by the
Company  otherwise  than  upon the exercise thereof.   The  Rights  Agent  shall
deliver  all  canceled   Rights Certificates  to the Company,  or shall,  at the
written request of the Company, destroy such canceled Rights  Certificates,  and
in such case shall deliver a certificate of destruction  thereof to the Company.

        Section 9. Reservation and Availability  of Capital  Stock.  The Company
covenants and agrees that it will cause to be reserved  and kept  available  out
of its  authorized  and  unissued shares of Common Stock or any shares held in
its treasury,  the number of shares of Common Stock that, as provided in this
Agreement including Section 11(a)(iii) hereof,  will be sufficient to permit the
exercise in full of all  outstanding Rights.  The Company  covenants  and agrees
that it will take all such action as may be  necessary to ensure that all shares
of Common  Stock  delivered  upon exercise of Rights shall, at the time of 
delivery of the  certificates  for such shares  (subject  to  payment  of the
Purchase  Price),  be  duly  and  validly authorized and issued and fully paid
and nonassessable.

        The Company  further  covenants and agrees that it will pay when due and
payable any and all federal and state  transfer  taxes and charges  which may be
payable in respect of the issuance or delivery of the Rights Certificates and of
any  certificates for shares of Common Stock (or other  securities,  as the case
may be) upon the exercise of Rights. The Company shall not, however, be required
to (i) pay any  transfer  tax which may be payable in respect of any transfer or
delivery  of Rights  Certificates  to a Person  other than,  or the  issuance or
delivery of a number of shares of Common Stock (or other securities, as the case
may be) in respect of a name other than,  that of the  registered  holder of the
Rights Certificates  evidencing Rights surrendered for exercise or (ii) issue or
deliver  any  certificates  for a number of  shares  of  Common  Stock (or other
securities,  as the case may be) in a name  other  than  that of the  registered
holder upon the  exercise of any Rights until such tax shall have been paid (any
such tax being payable by the holder of such Rights  Certificate  at the time of
surrender) or until it has been established to the Company's  satisfaction  that
no such tax is due.  

        Section 10. Capital  Stock  Record Date. Each person in whose name  any
certificate  for a  number  of  shares  of  Common  Stock (or  other securities,
as the case may be) is issued upon the exercise of Rights shall for all purposes
be deemed to have become the holder of record of such fractional shares of
Common  Stock (or other securities, as the case may be)  represented thereby on,
and such  certificate  shall be dated the date upon which the Rights Certificate
evidencing such  Rights was duly surrendered  and  payment of the Purchase Price
(and all applicable  transfer  taxes) was made and shall show the date of 
countersignature by the Transfer Agent;  provided,  however, that if the date of
such  surrender  and  payment is a date upon which the Common  Stock (or other
securities,  as the case may be) transfer books of the Company are closed,
such  Person  shall be deemed to have  become the record  holder of such  shares
(fractional  or otherwise)  on, and such  certificate  shall be dated,  the next
succeeding  Business Day on which the Common Stock (or other securities,  as the
case may be)  transfer  books of the Company are open.  Prior to the exercise of
the Rights evidenced  thereby,  the holder of a Rights  Certificate shall not be
entitled to any rights of a  stockholder  of the Company  with respect to shares
for which the Rights shall be exercisable,  including,  without limitation,  the
right to vote, to receive  dividends or other  distributions  or to exercise any
preemptive  rights,  and shall not be  entitled  to  receive  any  notice of any
proceedings of the Company,  except as provided  herein.  

        Section 11. Adjustment of Purchase  Price,  Number and Kind of Shares or
Number of Rights. The Purchase Price, the number  and kind of shares  covered by
each Right and the number of Rights outstanding  are subject to adjustment  from
time to time as provided in this Section 11.

    (a) (i) In the event the  Company  shall at any time  after the date of this
Agreement (A) declare a dividend on the Common Stock payable in shares of Common
Stock,  (B) subdivide the outstanding  Common Stock, (C) combine the outstanding
Common  Stock into a smaller  number of  shares,  or (D) issue any shares of its
capital  stock in a  reclassification  of the Common Stock  (including  any such
reclassification  in  connection  with a  consolidation  or  merger in which the
Company  is the  continuing  or  surviving  corporation),  except  as  otherwise
provided in this Section 11(a),  the Purchase Price in effect at the time of the
record date for such  dividend  or of the  effective  date of such  subdivision,
combination  or  reclassification,  and the  number and kind of shares of Common
Stock or capital  stock,  as the case may be,  issuable  on such date,  shall be
proportionately  adjusted so that the holder of any Right  exercised  after such
time shall be entitled to receive,  upon payment of the  Purchase  Price then in
effect,  the  aggregate  number  and kind of shares of Common  Stock or  capital
stock, as the case may be, which,  if such Right had been exercised  immediately
prior to such date and at a time when the  Common  Stock  transfer  books of the
Company were open,  he would have owned upon such  exercise and been entitled to
receive   by   virtue   of   such   dividend,   subdivision,    combination   or
reclassification.  If an event occurs which would  require an  adjustment  under
both this Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided
for in this  Section  11(a)(i)  shall be in addition to, and shall be made prior
to, any adjustment required pursuant to Section 11(a)(ii) hereof.

        (ii) Subject to Section 24 of this Agreement, in the event any Person 
becomes an Acquiring  Person,  each holder of a Right shall  thereafter  have a
right to receive,  upon  exercise  thereof at a price equal to the then current
Purchase Price  multiplied  by the number of shares of Common  Stock for which a
Right is then exercisable, in accordance with the terms of this Agreement, such
number of shares of Common Stock as shall equal the result obtained by (A)
multiplying the then current Purchase Price by the number of shares of Common
Stock for which a Right is then exercisable and (B) dividing that product by 50%
of the then current  per  share  market  price of the  Company's  Common  Stock
(determined pursuant to Section 11(d)) on the date of the  occurrence of such 
event.  In the event that any Person shall become an Acquiring Person and the
Rights shall then be  outstanding,  the Company shall not take any action which
would eliminate or diminish the benefits intended to be afforded by the Rights.

        From and after the occurrence of such event, any Rights that are or were
acquired or  beneficially  owned by any  Acquiring  Person (or any  Associate or
Affiliate of such Acquiring  Person) shall be void and any holder of such Rights
shall  thereafter  have no right to exercise  such Rights under any provision of
this Agreement. No Rights Certificate shall be issued pursuant to Section 3 that
represents Rights  beneficially  owned by an Acquiring Person whose Rights would
be void  pursuant  to the  preceding  sentence  or any  Associate  or  Affiliate
thereof;  no Rights Certificate shall be issued at any time upon the transfer of
any Rights to an Acquiring  Person  whose  Rights would be void  pursuant to the
preceding  sentence or any  Associate or Affiliate  thereof or to any nominee of
such  Acquiring  Person,  Associate  or  Affiliate;  and any Rights  Certificate
delivered to the Rights  Agent for transfer to an Acquiring  Person whose Rights
would be void pursuant to the preceding sentence shall be canceled.

        (iii) In the event that the number of shares of Common  Stock  which are
authorized by the Company's certificate of incorporation but not outstanding  or
reserved for issuance for purposes other than upon exercise of the Rights are
not sufficient to permit the exercise in full of the Rights in  accordance  with
the foregoing subparagraph  (ii), the Company shall: (A) determine the excess of
(1) the value of the  shares of Common Stock  issuable  upon the  exercise  of a
Right (the "Current Value") over (2) the Purchase Price (such excess, the 
"Spread"), and (B) with respect to each Right,  make adequate  provision to
substitute for the shares of Common Stock so  issuable,  upon  payment of the
applicable Purchase Price, (1) cash,  (2) a  reduction  in the  Purchase  Price,
(3) other equity securities of the Company (including, without limitation, 
shares, or units of shares, of preferred stock) which the Board of  Directors of
the Company has deemed to have the same economic value as shares of Common Stock
(such shares of preferred  stock,  "common  stock  equivalents"),  (4)  debt
securities  of the Company,  (5) other assets,  or (6) any combination of the
foregoing,  having an aggregate value equal to the Current Value,  where such
aggregate value has been determined  by the Board of Directors of the Company
based upon the advice of a nationally recognized investment banking firm 
selected by the Board of Directors of the Company;  provided,  however, if the
Company shall not have made adequate provision to deliver value pursuant to
clause (B) above within 30 days following the later of (x) the first occurrence
of an event described in Section 11(a)(ii) and (y) the date on which the 
Company's right of redemption pursuant to Section 23 expires,  then the Company
shall be obligated to deliver,  upon the surrender for exercise of a Right and
without  requiring  payment of the  Purchase  Price, shares of Common Stock (to
the extent  available) and then, if necessary,  cash, which in the aggregate are
equal to the Spread. If the Board of Directors of the Company  shall  determine
in good  faith  that  it is  likely  that sufficient additional shares of Common
Stock could be authorized for issuance upon exercise in full of the Rights,  the
30 day period set forth above may be extended to the extent  necessary,  but not
more than 120 days following the first occurrence of an event  described  in 
Section  11(a)(ii), in order that the Company may seek stockholder approval  for
the  authorization  of such  additional  shares (such period as it may be 
extended, the "Substitution Period"). To the extent that the Company  determines
that some action need be taken pursuant to the first and/or second sentences of
this Section 11(a)(iii), the Company (x) shall provide, that such action shall
apply uniformly to all outstanding Rights, and (y) may suspend the 
exercisability of the Rights until the expiration of the Substitution Period
in order to seek any  authorization  of  additional  shares and/or to decide the
appropriate  form of distribution to be made pursuant to such first sentence and
to determine the value thereof. In the event of any such suspension, the Company
shall issue a public announcement  stating that the exercisability of the Rights
has been temporarily suspended, as well as a public announcement at such time as
the suspension is no longer in effect. For purposes of this Section  11(a)(iii),
the value of the Common Stock shall be the current  market price (as  determined
pursuant  to Section  11(d))  per share of the  Common  Stock on the date of the
first  occurrence of an event referred to in Section  11(a)(ii) and the value of
any  "common  stock  equivalent"  shall be deemed to have the same  value as the
Common Stock on such date.

    (b) In case the Company  shall fix a record date for the issuance of rights,
options or warrants to all holders of Common Stock  entitling  them to subscribe
for or purchase (for a period expiring within 45 calendar days after such record
date) Common Stock (or shares having the same rights, privileges and preferences
as the  shares  of Common  Stock  ("equivalent  common  stock"))  or  securities
convertible into Common Stock or equivalent common stock at a price per share of
Common  Stock or per share of  equivalent  common  stock (or having a conversion
price per share,  if a security  convertible  into  Common  Stock or  equivalent
common  stock) less than the current  market  price (as  determined  pursuant to
Section  11(d)  hereof)  per  share of Common  Stock on such  record  date,  the
Purchase  Price to be in effect  after such record date shall be  determined  by
multiplying the Purchase Price in effect  immediately  prior to such record date
by a fraction,  the  numerator  of which shall be the number of shares of Common
Stock outstanding on such record date, plus the number of shares of Common Stock
which the aggregate offering price of the total number of shares of Common Stock
and/or  equivalent  common stock so to be offered (and/or the aggregate  initial
conversion price of the convertible  securities so to be offered) would purchase
at such current market price,  and the  denominator of which shall be the number
of shares of Common Stock  outstanding  on such record date,  plus the number of
additional  shares of Common Stock and/or  equivalent common stock to be offered
for subscription or purchase (or into which the convertible  securities so to be
offered are initially  convertible),  provided,  however, that in no event shall
the  consideration  to be paid upon the  exercise  of one Right be less than the
aggregate par value of the shares of capital stock of the Company  issuable upon
exercise of one Right. In case such  subscription  price may be paid by delivery
of  consideration,  part or all of which may be in a form other  than cash,  the
value of such consideration shall be as determined in good faith by the Board of
Directors of the Company,  whose determination shall be described in a statement
filed with the Rights  Agent.  Shares of Common  Stock  owned by or held for the
account of the Company  shall not be deemed  outstanding  for the purpose of any
such  computation.  Such adjustment shall be made  successively  whenever such a
record date is fixed,  and in the event that such rights or warrants  are not so
issued,  the  Purchase  Price shall be adjusted to be the  Purchase  Price which
would then be in effect if such record date had not been fixed.
        
    (c) In case the Company  shall fix a record date for a  distribution  to all
holders of Common Stock (including any such distribution made in connection with
a consolidation or merger in which the Company is the continuing corporation) of
evidences of  indebtedness,  cash (other than a regular  quarterly cash dividend
out of the earnings or retained  earnings of the Company),  assets (other than a
regular  quarterly  dividend  referred to above or a dividend  payable in Common
Stock,  but including any dividend  payable in stock other than Common Stock) or
subscription  rights or warrants (excluding those referred to in Section 11(b)),
the Purchase Price to be in effect after such record date shall be determined by
multiplying the Purchase Price in effect  immediately  prior to such record date
by a fraction,  the  numerator  of which shall be the current  market  price (as
determined  pursuant to Section  11(d)) per share of Common Stock on such record
date,  less the fair market value (as  determined  in good faith by the Board of
Directors of the Company,  whose determination shall be described in a statement
filed with the Rights Agent) of the portion of the cash,  assets or evidences of
indebtedness  so to be  distributed or of such  subscription  rights or warrants
applicable to a share of Common Stock and the denominator of which shall be such
current  market  price (as  determined  pursuant to Section  11(d)) per share of
Common Stock. Such adjustments shall be made successively whenever such a record
date is fixed,  and in the  event  that such  distribution  is not so made,  the
Purchase  Price shall be adjusted to be the Purchase Price which would have been
in effect if such record date had not been fixed.

    (d) For the purpose of any computation  hereunder,  other than  computations
made  pursuant to Section  11(a)(iii),  the "current  market price" per share of
Common  Stock of a Person on any date  shall be deemed to be the  average of the
daily  closing  prices  per share of such  Common  Stock for the 30  consecutive
Trading Days (as hereinafter  defined)  immediately  prior to such date, and for
purposes of  computations  made  pursuant to Section  11(a)(iii),  the  "current
market  price"  per share of Common  Stock of the  Company  on any date shall be
deemed to be the  average of the daily  closing  prices per share of such Common
Stock for the 10  consecutive  Trading  Days  immediately  following  such date;
provided,  however, that in the event that the current market price per share of
the  Common  Stock of a Person  is  determined  during  a period  following  the
announcement  by  the  issuer  of  such  Common  Stock  of  (A)  a  dividend  or
distribution  on such Common  Stock  payable in shares of such  Common  Stock or
securities convertible into shares of such Common Stock (other than the Rights),
or (B) any subdivision,  combination or  reclassification  of such Common Stock,
and prior to the  expiration  of the  requisite 30 Trading Day or 10 Trading Day
period,  as set forth above,  after the  ex-dividend  date for such  dividend or
distribution,   or  the  record  date  for  such  subdivision,   combination  or
reclassification,  then, and in each such case, the "current market price" shall
be properly adjusted to take into account ex-dividend trading. The closing price
for each day shall be the last sale price, regular way, or, in case no such sale
takes  place on such day,  the  average  of the  closing  bid and asked  prices,
regular  way,  in  either  case  as  reported  in  the  principal   consolidated
transaction  reporting  system with respect to securities  listed or admitted to
trading on the New York Stock Exchange or, if the shares of Common Stock are not
listed or admitted to trading on the New York Stock Exchange, as reported in the
principal  consolidated  transaction reporting system with respect to securities
listed on the  principal  national  securities  exchange  on which the shares of
Common Stock are listed or admitted to trading or, if the shares of Common Stock
are not listed or admitted to trading on any national securities  exchange,  the
last  quoted  price or, if not so  quoted,  the  average of the high bid and low
asked  prices  in the  over-the-counter  market,  as  reported  by the  National
Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or
such  other  system  then in use,  or, if on any such date the  shares of Common
Stock are not quoted by any such  organization,  the  average of the closing bid
and asked prices as furnished by a professional  market maker making a market in
the Common Stock  selected by the Board of  Directors of the Company.  If on any
such date no market maker is making a market in the Common Stock, the fair value
of such  shares  on such  date as  determined  in good  faith  by the  Board  of
Directors of the Company shall be used as the "current  market  price." The term
"Trading  Day"  shall  mean a day on which  the  principal  national  securities
exchange  on which the shares of Common  Stock are listed or admitted to trading
is open for the  transaction  of business  or, if the shares of Common Stock are
not listed or  admitted  to  trading  on any  national  securities  exchange,  a
Business  Day.  If the  Common  Stock is not  publicly  held or not so listed or
traded,  "current market price" per share shall mean the fair value per share as
determined  in good  faith  by the  Board of  Directors  of the  Company,  whose
determination shall be described in a statement filed with the Rights Agent.

    (e) No  adjustment  in the  Purchase  Price  shall be  required  unless such
adjustment  would require an increase or decrease of at least 1% in the Purchase
Price;  provided,  however, that any adjustments which by reason of this Section
11(e) are not  required  to be made  shall be  carried  forward  and taken  into
account in any subsequent  adjustment.  All  calculations  under this Section 11
shall  be  made  to the  nearest  cent  or to  the  nearest  one-ten  thousandth
(1/10,000)  of a share  of  Common  Stock or  other  share,  as the case may be.
Notwithstanding  the  first  sentence  of this  Section  11(e),  any  adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction  which mandates such adjustment,  or (ii)
the Expiration Date.

    (f) If as a result of an  adjustment  made  pursuant to Section  11(a),  the
holder of any Right  thereafter  exercised  shall become entitled to receive any
shares of capital stock of the Company other than Common Stock,  thereafter  the
number of such other  shares so  receivable  upon  exercise of any Right and the
Purchase  Price thereof  shall be subject to  adjustment  from time to time in a
manner and on terms as nearly  equivalent as practicable to the provisions  with
respect to the Common Stock contained in Sections 11(a), through (c), inclusive,
and the provisions of Sections 7, 9, 10 and 13 and 14 with respect to the Common
Stock shall apply on like terms to any such other shares.

    (g) All Rights originally issued by the Company subsequent to any adjustment
made to the Purchase Price  hereunder  shall evidence the right to purchase,  at
the adjusted  Purchase Price,  the number of shares of Common Stock  purchasable
from time to time hereunder upon exercise of the Rights,  all subject to further
adjustment as provided herein.

    (h) Unless the  Company  shall have  exercised  its  election as provided in
Section  11(i),  upon each  adjustment of the Purchase  Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding  immediately
prior to the making of such adjustment  shall  thereafter  evidence the right to
purchase,  at the adjusted Purchase Price, that number of shares of Common Stock
(calculated to the nearest  one-hundredth)  obtained by (i)  multiplying (x) the
number of shares covered by a Right immediately prior to this adjustment, by (y)
the  Purchase  Price  in  effect  immediately  prior to such  adjustment  of the
Purchase Price,  and (ii) dividing the product so obtained by the Purchase Price
in effect immediately after such adjustment of the Purchase Price.

    (i) The  Company  may  elect on or after the date of any  adjustment  of the
Purchase Price to adjust the number of Rights,  in lieu of any adjustment in the
number of shares of Common Stock  purchasable upon the exercise of a Right. Each
of the Rights  outstanding after the adjustment in the number of Rights shall be
exercisable  for the  number of  shares  of  Common  Stock for which a Right was
exercisable  immediately  prior to such  adjustment.  Each  Right held of record
prior to such  adjustment  of the number of Rights  shall  become that number of
Rights  (calculated  to the nearest  one-hundredth)  obtained  by  dividing  the
Purchase Price in effect  immediately  prior to adjustment of the Purchase Price
by the Purchase  Price in effect  immediately  after  adjustment of the Purchase
Price.  The Company shall make a public  announcement  of its election to adjust
the number of Rights,  indicating  the record date for the  adjustment,  and, if
known at the time, the amount of the adjustment to be made. This record date may
be the date on which the Purchase Price is adjusted or any day thereafter,  but,
if the Rights  Certificates  have been  issued,  shall be at least 10 days later
than the date of the  public  announcement.  If  Rights  Certificates  have been
issued,  upon each  adjustment of the number of Rights  pursuant to this Section
11(i), the Company shall, as promptly as practicable, cause to be distributed to
holders of record of Rights Certificates on such record date Rights Certificates
evidencing,  subject to Section 14 hereof,  the additional  Rights to which such
holders shall be entitled as a result of such  adjustment,  or, at the option of
the  Company,  shall  cause to be  distributed  to such  holders  of  record  in
substitution  and replacement for the Rights  Certificates  held by such holders
prior to the date of adjustment,  and upon surrender thereof, if required by the
Company, new Rights Certificates evidencing all the Rights to which such holders
shall  be  entitled  after  such  adjustment.   Rights  Certificates  so  to  be
distributed  shall be issued,  executed and countersigned in the manner provided
for herein (and may bear,  at the option of the Company,  the adjusted  Purchase
Price) and shall be  registered  in the names of the holders of record of Rights
Certificates on the record date specified in the public announcement.

    (j) Irrespective  of any  adjustment or change in the Purchase  Price or the
number of shares of Common Stock  issuable upon the exercise of the Rights,  the
Rights  Certificates  theretofore and thereafter  issued may continue to express
the Purchase  Price per share and the number of shares  which were  expressed in
the initial Rights Certificates issued hereunder.

    (k) Before  taking any action that would cause an  adjustment  reducing  the
Purchase  Price below the then par value,  if any, of the shares of Common Stock
issuable  upon  exercise of the Rights,  the  Company  shall take any  corporate
action which may, in the opinion of its counsel,  be necessary in order that the
Company may validly and  legally  issue fully paid and  nonassessable  shares of
Common Stock at such adjusted Purchase Price.

    (l) In any case in which this Section 11 shall require that an adjustment in
the Purchase Price be made effective as of a record date for a specified  event,
the Company may elect to defer until the  occurrence  of such event the issuance
to the holder of any Right exercised after such record date the number of shares
of Common Stock and other capital  stock or  securities of the Company,  if any,
issuable  upon such exercise over and above the number of shares of Common Stock
and other capital stock or securities of the Company, if any, issuable upon such
exercise on the basis of the Purchase Price in effect prior to such  adjustment;
provided,  however,  that the Company shall deliver to such holder a due bill or
other  appropriate  instrument  evidencing  such holder's  right to receive such
additional shares (fractional or otherwise) or securities upon the occurrence of
the event requiring such adjustment.

    (m) Anything in this Section 11 to the contrary notwithstanding, the Company
shall be entitled to make such  reductions in the Purchase Price, in addition to
those  adjustments  expressly  required by this Section 11, as and to the extent
that in their good faith  judgment the Board of  Directors of the Company  shall
determine to be advisable in order that any (i)  consolidation or subdivision of
the Common Stock, (ii) issuance wholly for cash of any shares of Common Stock at
less than the current market price,  (iii) issuance wholly for cash of shares of
Common  Stock or  securities  which  by  their  terms  are  convertible  into or
exchangeable for shares of Common Stock, (iv) stock dividends or (v) issuance of
rights,  options or warrants  referred to in this Section 11,  hereafter made by
the  Company  to  holders  of its  Common  Stock  shall not be  taxable  to such
stockholders.

    (n) In the event that the  Company  shall at any time after the date of this
Agreement  and prior to the  Distribution  Date (i)  declare a  dividend  on the
outstanding  shares of Common Stock payable in shares of Common  Stock,  or (ii)
effect a  subdivision,  combination  or  consolidation  of the Common  Stock (by
reclassification or otherwise than by payment of dividends in Common Stock) into
a greater or lesser number of shares,  the number of Rights associated with each
share of Common Stock then  outstanding,  or issued or delivered  thereafter but
prior to the Distribution  Date, shall be  proportionately  adjusted so that the
number of Rights thereafter associated with each share of Common Stock following
any such event shall  equal the result  obtained  by  multiplying  the number of
Rights  associated  with each share of Common  Stock  immediately  prior to such
event by a fraction  the  numerator of which shall be the total number of shares
of Common Stock outstanding immediately prior to the occurrence of the event and
the  denominator  of which shall be the total  number of shares of Common  Stock
outstanding  immediately following the occurrence of such event. The adjustments
provided for in this Section  11(n) shall be made  successively  whenever such a
dividend is declared or paid or such a subdivision, combination or consolidation
is effected.

        Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever any  adjustment is made as provided in Section 11 and Section 13, the
Company shall (a) promptly  prepare a certificate  setting forth such adjustment
and a brief statement of the facts accounting for such adjustment,  (b) promptly
file with the Rights Agent, and with each transfer agent for the Common Stock, a
copy of such certificate, and (c) mail a brief summary thereof to each holder of
a Rights Certificate (or, if prior to the Distribution Date, to each holder of a
certificate  representing  shares of Common Stock) in accordance with Section 25
hereof.  The  Rights  Agent  shall be fully  protected  in  relying  on any such
certificate  and on any adjustment  therein  contained.

        Section 13. Consolidation, Merger or Sale or Transfer of Assets or 
Earning Power. In the event, directly or indirectly,  at any time after a Person
has become an Acquiring Person, (a) the Company shall consolidate with, or merge
with and into, any other Person, (b) any Person shall  consolidate  with the
Company,  or merge with and into the Company and the Company shall be the 
continuing or surviving corporation of such merger and, in connection  with such
merger, all or part of the Common Shares shall be changed into or exchanged  for
stock or other  securities  of any other Person (or the Company) or cash or any
other property,  or (c) the Company shall sell or otherwise  transfer (or one or
more of its  Subsidiaries  shall sell or otherwise  transfer),  in one or more
transactions,  assets  or  earning  power aggregating  50% or more of the assets
or earning  power of the  Company and its Subsidiaries (taken as a whole) to any
other  Person  other than the Company or one or more of its wholly  owned
Subsidiaries,  then,  and in each such case, proper  provision  shall be made so
that (i) each  holder of a Right  (except as otherwise provided herein) shall
thereafter have the right to receive, upon the exercise thereof at a price equal
to the then current Purchase Price multiplied by the number of shares of Common
Stock of the Company for which a Right is then exercisable, in  accordance  with
the terms of this Agreement and in lieu of shares of Common Stock,  such  number
of shares of Common  Stock of such  other Person  (including  the  Company  as
successor  thereto  or as  the  surviving corporation) as shall equal the result
obtained by (A)  multiplying  the then current  Purchase  Price by the number of
shares of Common Stock of the Company for which a Right is then exercisable  and
(B) dividing  that product by 50% of the then current per share market price of
the Common Stock of such other Person (determined  pursuant  to  Section  11(d))
on the date of  consummation  of such consolidation,  merger,  sale or transfer;
(ii) the issuer of such Common Stock shall thereafter be liable for,  and  shall
assume, by virtue of such consolidation,  merger, sale or transfer,  all the
obligations and duties of the Company pursuant to this Agreement; (iii) the term
"Company" shall thereafter be deemed to refer to such issuer; and (iv) such  
issuer  shall  take such  steps (including, but not limited to, the reservation
of a sufficient number of shares of its Common Stock in accordance with  Section
9) in  connection  with such consummation  as may be  necessary  to assure that
the  provisions  hereof shall thereafter be  applicable, as nearly as reasonably
may be, in relation to the shares of Common Stock thereafter deliverable upon
the exercise of the Rights. The  Company  shall  not  consummate  any such
consolidation,  merger,  sale or transfer  unless prior  thereto the Company and
such issuer shall have executed and delivered to the Rights Agent a supplemental
agreement so providing.  The Company shall not enter into any transaction of the
kind  referred to in this Section 13 if at the time of such  transaction  there
are any rights,  warrants, instruments or securities outstanding or any 
agreements or arrangements which, as a  result  of the  consummation  of  such
transaction,  would eliminate or substantially diminish the benefits intended to
be afforded by the Rights.  The provisions of this Section 13 shall  similarly
apply to successive mergers or consolidations  or sales or  other  transfers.

        Section 14. Fractional Rights and Fractional Shares .
    (a) The Company  shall not be required  to issue  fractions  of Rights or to
distribute Rights Certificates which evidence fractional Rights. In lieu of such
fractional  Rights,  there shall be paid to the registered holders of the Rights
Certificates  with regard to which such  fractional  Rights  would  otherwise be
issuable,  an amount in cash equal to the same  fraction of the  current  market
value of a whole Right.  For purposes of this Section 14(a),  the current market
value of a whole Right shall be the closing  price of the Rights for the Trading
Day  immediately  prior to the date on which such  fractional  Rights would have
been  otherwise  issuable.  The closing price of the Rights for any day shall be
the last sale price,  regular  way, or, in case no such sale takes place on such
day,  the average of the closing bid and asked  prices,  regular  way, in either
case as reported in the principal consolidated transaction reporting system with
respect  to  securities  listed or  admitted  to  trading  on the New York Stock
Exchange or, if the Rights are not listed or admitted to trading on the New York
Stock Exchange, as reported in the principal consolidated  transaction reporting
system with respect to securities  listed on the principal  national  securities
exchange  on which the Rights are listed or admitted to trading or if the Rights
are not listed or admitted to trading on any national securities  exchange,  the
last  quoted  price or, if not so  quoted,  the  average of the high bid and low
asked prices in the over-the-counter market, as reported by NASDAQ or such other
system then in use or, if on any such date the Rights are not quoted by any such
organization,  the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by the Board of
Directors of the  Company.  If on any such date no such market maker is making a
market in the Rights the fair value of the Rights on such date as  determined in
good faith by the Board of Directors of the Company shall be used.

    (b) The Company shall not be required to issue fractions of shares of Common
Stock upon exercise of the Rights or to distribute  certificates  which evidence
fractional shares of Common Stock. In lieu of fractional shares of Common Stock,
the Company may pay to the registered holders of Rights Certificates at the time
such Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one share of Common Stock.  For purposes
of this Section 14(b), the current market value of a share of Common Stock shall
be the  closing  price of a share of Common  Stock (as  determined  pursuant  to
Section  11(d))  for the  Trading  Day  immediately  prior  to the  date of such
exercise.

    (c) The holder of a Right by the  acceptance of the Right  expressly  waives
his right to  receive  any  fractional  Rights  or any  fractional  shares  upon
exercise of a Right.

        Section 15. Rights of Action . All rights of action in  respect of this
Agreement, except the rights of action given to the Rights Agent  under  Section
18, are vested in the respective registered  holders of the Rights  Certificates
(and, prior to the Distribution Date, the registered holders of the Common 
Stock); and any registered  holder of any Rights  Certificate (or, prior to the
Distribution Date, of the Common Stock), without the consent of the Rights Agent
or of the holder of any other Rights  Certificate (or, prior to the Distribution
Date, of the Common Stock), may, in his own behalf and for his own benefit,
enforce, and may institute and maintain any suit, action or proceeding against
the Company to enforce, or otherwise act in  respect  of, his right to  exercise
the Rights evidenced by such  Rights Certificate  in the manner provided in such
Rights Certificate and in this Agreement.  Without limiting the foregoing or any
remedies  available to the holders of Rights,  it is  specifically  acknowledged
that the  holders  of Rights  would not have an  adequate  remedy at law for any
breach of this  Agreement and shall be entitled to specific  performance  of the
obligations  hereunder  and  injunctive  relief  against  actual  or  threatened
violations of the obligations hereunder of any Person subject to this Agreement.

        Section 16. Agreement of Rights Holders. Every holder of a Right by 
accepting the same consents and agrees with the Company and the Rights Agent and
with every other holder of a Right that:

    (a) prior to the Distribution Date, the Rights will be transferable only in
connection with the transfer of shares of Common Stock;

    (b) after the  Distribution  Date, the Rights  Certificates are transferable
only on the registry  books of the Rights Agent if  surrendered at the principal
office or  offices  of the  Rights  Agent  designated  for such  purposes,  duly
endorsed  or  accompanied  by a  proper  instrument  of  transfer  and  with the
appropriate forms and certificates fully executed; and

    (c) the Company and the Rights  Agent may deem and treat the Person in whose
name a Rights  Certificate (or, prior to the  Distribution  Date, the associated
Common Stock certificate) is registered as the absolute owner thereof and of the
Rights evidenced thereby  (notwithstanding any notations of ownership or writing
on the Rights  Certificates or the associated Common Stock  certificates made by
anyone other than the Company or the Rights Agent) for all purposes  whatsoever,
and neither the Company nor the Rights Agent shall be required to be affected by
any  notice to the  contrary.

        Section 17. Rights Certificate Holder Not Deemed a Stockholder. No 
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the number of shares of
Common Stock or any other  securities  of the Company which may at any time be
issuable on the exercise of the Rights represented  thereby,  nor shall anything
contained  herein or in any Rights  Certificate be construed to confer upon  the
holder of any Rights Certificate, as such, any of the rights of a stockholder of
the Company or any right to vote for the election of directors or upon any 
matter submitted to stockholders at any meeting thereof,  or to give or withhold
consent to any corporate  action,  or to receive notice of meetings or other
actions affecting  stockholders (except as provided in Section 25 hereof),
or to receive dividends or subscription rights, or otherwise, until the Right or
Rights  evidenced  by such  Rights  Certificate  shall  have been  exercised  in
accordance with the provisions hereof. 

        Section 18. Concerning the Rights Agent. The Company agrees to pay to
the  Rights  Agent  reasonable  compensation  for all services  rendered  by it
hereunder  and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and  disbursements  and other  disbursements  incurred
in the  administration  and  execution  of  this Agreement  and the exercise and
performance of its duties hereunder.  The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless  against, any loss,  liability,  or
expense,  incurred  without  negligence,  bad faith or willful misconduct on the
part of the Rights Agent, for anything done or omitted by the Rights Agent in
connection with the acceptance and administration of this Agreement,  including
the cost and expenses of  defending  against any claim of liability in the 
premises.

        The Rights Agent shall be protected  and shall incur no liability for or
in respect of any action taken, suffered or omitted by it in connection with its
administration  of this  Agreement in reliance  upon any Rights  Certificate  or
certificate for Common Stock or for other securities of the Company,  instrument
of assignment or transfer, power of attorney,  endorsement,  affidavit,  letter,
notice, direction, instruction, consent, certificate,  statement, or other paper
or document reasonably  believed by it to be genuine and to be signed,  executed
and, where necessary, verified or acknowledged, by the proper Person or Persons.

        Section 19. Merger or Consolidation or Change of Name of  Rights  Agent.
Any corporation into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated,  or any corporation  resulting from
any merger or  consolidation  to which the Rights Agent or any successor  Rights
Agent shall be a party,  or any  corporation  succeeding to the corporate  trust
business  of the  Rights  Agent  or any  successor  Rights  Agent,  shall be the
successor to the Rights  Agent,  under this  Agreement  without the execution or
filing of any paper or any further act on the part of any of the parties hereto;
provided,  however, that such corporation would be eligible for appointment as a
successor Rights Agent under the provisions of Section 21 hereof. In case at the
time such  successor  Rights Agent shall  succeed to the agency  created by this
Agreement,  any of the Rights Certificates shall have been countersigned but not
delivered,  any such successor Rights Agent may adopt the  countersignature of a
predecessor Rights Agent and deliver such Rights  Certificates so countersigned;
and in case at that  time any of the  Rights  Certificates  shall  not have been
countersigned,   any  successor   Rights  Agent  may  countersign   such  Rights
Certificates  either  in the  name  of the  predecessor  or in the  name  of the
successor  Rights Agent;  and in all such cases such Rights  Certificates  shall
have the full force provided in the Rights Certificates and in this Agreement.

        In case at any time the name of the Rights Agent shall be changed and at
such time any of the Rights  Certificates  shall have been countersigned but not
delivered,  the Rights Agent may adopt the countersignature under its prior name
and deliver Rights  Certificates so countersigned;  and in case at that time any
of the Rights Certificates shall not have been  countersigned,  the Rights Agent
may  countersign  such  Rights  Certificates  either in its prior name or in its
changed name; and in all such cases such Rights Certificates shall have the full
force provided in the Rights Certificates and in this Agreement.
  
        Section 20. Duties of Rights Agent. The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions,  by all of which the Company and the holders of Rights Certificates,
by their  acceptance  thereof, shall be bound:

    (a) The  Rights  Agent may  consult  with  legal  counsel  (who may be legal
counsel for the Company),  and the opinion of such counsel shall be full and
complete authorization and protection to the Rights Agent as to any action taken
or omitted by it in good faith and in accordance  with such opinion.

    (b) Whenever in the performance of its duties under this Agreement the 
Rights Agent shall deem it  necessary or desirable  that any fact or matter
(including,  without  limitation,  the identity of any Acquiring  Person and the
determination  of "current  market  price") be proved or established by the
Company prior to taking or suffering any action  hereunder,  such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may
be deemed to be conclusively  proved and established by a certificate  signed by
the Chairman of the Board, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary of the Company and
delivered to the Rights Agent; and such certificate shall be full  authorization
to the Rights  Agent for any action  taken or suffered in good faith by it under
the provisions of this Agreement in reliance upon such certificate.

    (c) The Rights Agent shall be liable  hereunder only for its own negligence,
bad faith or willful misconduct.

    (d) The  Rights  Agent  shall not be  liable  for or by reason of any of the
statements  of fact or recitals  contained  in this  Agreement  or in the Rights
Certificates   or  be   required   to  verify   the  same   (except  as  to  its
countersignature  on such  Rights  Certificates),  but all such  statements  and
recitals are and shall be deemed to have been made by the Company only.

    (e) The Rights Agent shall not be under any responsibility in respect of the
validity of this Agreement or the execution and delivery  hereof (except the due
execution hereof by the Rights Agent) or in respect of the validity or execution
of any Rights Certificate (except its countersignature thereof); nor shall it be
responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Rights Certificate;  nor shall it be responsible for
any change in the  exercisability  of the Rights  (including the Rights becoming
void pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of the
Rights (including the manner,  method or amount thereof) provided for in Section
3, 11, 13, 23 or 24, or the  ascertaining  of the  existence of facts that would
require any such change or  adjustment  (except  with respect to the exercise of
Rights evidenced by Rights  Certificates after actual notice that such change or
adjustment is required); nor shall it by any act hereunder be deemed to make any
representation  or warranty as to the authorization or reservation of any Common
Stock to be issued pursuant to this Agreement or any Rights Certificate or as to
whether any Common Stock will,  when issued,  be validly  authorized and issued,
fully paid and nonassessable.

    (f) The  Company  agrees  that it will  perform,  execute,  acknowledge  and
deliver or cause to be performed, executed,  acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying  out or  performing  by the Rights Agent of
the provisions of this Agreement.

    (g) The Rights Agent is authorized and directed to accept  instructions with
respect to the  performance  of its duties  hereunder  from the  Chairman of the
Board, the President,  any Vice President, the Secretary or the Treasurer of the
Company,  and to apply to such officers for advice or instructions in connection
with its duties,  and it shall not be liable for any action taken or suffered to
be  taken  by it in good  faith  in  accordance  with  instructions  of any such
officer.

    (h) The Rights Agent and any stockholder,  director,  officer or employee of
the Rights Agent may buy, sell or deal in any of the Rights or other  securities
of the Company or become pecuniarily  interested in any transaction in which the
Company  may be  interested,  or  contract  with or lend money to the Company or
otherwise  act as fully and freely as though it were not Rights Agent under this
Agreement.  Nothing  herein  shall  preclude the Rights Agent from acting in any
other capacity for the Company or for any other legal entity.

    (i) The Rights  Agent may execute and  exercise  any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or through
its  attorneys  or  agents,  and the Rights  Agent  shall not be  answerable  or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the  Company  resulting  from any such  act,  default,
neglect or misconduct;  provided,  however, reasonable care was exercised in the
selection and continued employment thereof.

        Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under  this  Agreement
upon 30 days'  notice in  writing  mailed to the Company,  and to each  transfer
agent of the Common  Stock,  by  registered  or certified mail. The Company may
remove the Rights Agent or any successor  Rights Agent upon 30 days'  notice in
writing,  mailed to the Rights Agent or successor Rights  Agent, as the case may
be,  and to each  transfer  agent of the  Common Stock,  by  registered  or
certified  mail,  and to the  holders  of the Rights Certificates by first-class
mail. If the Rights Agent shall resign or be removed or shall  otherwise  become
incapable of acting,  the Company  shall  appoint a successor  to  the  Rights
Agent.  If the Company shall fail to make such appointment within a period of 30
days after  giving  notice of such removal or after it has been notified in 
writing of such  resignation  or incapacity by the resigning or incapacitated
Rights Agent or by the holder of a Rights Certificate (who shall,  with such
notice,  submit his Rights  Certificate for inspection by the Company), then the
Company shall become the Rights Agent and any registered holder  of  any  Rights
Certificate  may  apply  to  any  court  of  competent jurisdiction  for the
appointment of a new Rights Agent.  Any successor  Rights Agent,  whether
appointed  by the  Company  or by  such  a  court,  shall  be a corporation
organized and doing business under the laws of the United States, or of the
State of Illinois (or of any other state of the United  States so long as such
corporation  is authorized to do business as a banking  institution in the State
of Illinois), in good standing,  having a principal office in the State of 
Illinois, which is authorized under such laws to exercise corporate trust powers
and is subject to supervision  or examination by federal or state  authority and
which has at the time of its appointment as Rights Agent a combined  capital and
surplus of at least $100,000,000.  After appointment, the successor Rights Agent
shall be vested with the same powers,  rights, duties and responsibilities as if
it had been  originally  named as Rights Agent without  further act or deed; but
the predecessor  Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance,  conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such  appointment,  the Company shall file notice
thereof in writing with the predecessor  Rights Agent and each transfer agent of
the Common Stock, and mail a notice thereof in writing to the registered holders
of the Rights  Certificates.  Failure to give any  notice  provided  for in this
Section 21,  however,  or any defect  therein,  shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the appointment of
the successor  Rights Agent, as the case may be.

        Section 22. Issuance of New Rights Certificates . Notwithstanding any of
the provisions of this Agreement or of the Rights to the contrary,  the  Company
may,  at its option,  issue new  Rights Certificates  evidencing  Rights in such
form as may be approved by its Board of Directors to reflect any  adjustment  or
change in the  Purchase Price and the number or kind or class of shares or other
securities  or property  purchasable under the Rights  Certificates  made in
accordance  with the  provisions of this Agreement.

        Section 23. Redemption.

    (a) The Board of Directors  of the Company  may, at its option,  at any time
prior to such time as any Person becomes an Acquiring Person, redeem all but not
less than all the then  outstanding  Rights at a  redemption  price of $.001 per
Right,  appropriately  adjusted to reflect any stock  split,  stock  dividend or
similar transaction occurring after the date hereof (such redemption price being
hereinafter referred to as the "Redemption Price"). The redemption of the Rights
by the Board of Directors may be made  effective at such time, on such basis and
with  such  conditions  as the Board of  Directors  in its sole  discretion  may
establish.

    (b) Immediately  upon the action of the Board of  Directors  of the  Company
ordering the  redemption of the Rights,  evidence of which shall have been filed
with the Rights Agent and without any further action and without any notice, the
right to exercise the Rights will terminate and the only right thereafter of the
holders of Rights  shall be to receive  the  Redemption  Price for each Right so
held.  The Company shall  promptly  give public  notice of any such  redemption;
provided,  however,  that the failure to give, or any defect in, any such notice
shall not  affect the  validity  of such  redemption.  Within 10 days after such
action of the Board of Directors  ordering  the  redemption  of the Rights,  the
Company  shall  mail a  notice  of  redemption  to all the  holders  of the then
outstanding  Rights at their last  addresses  as they appear  upon the  registry
books of the Rights Agent or, prior to the  Distribution  Date,  on the registry
books of the transfer agent for the Common Shares. Any notice which is mailed in
the manner  herein  provided  shall be deemed  given,  whether or not the holder
receives  the notice.  Each such notice of  redemption  will state the method by
which the payment of the Redemption Price will be made.  Neither the Company nor
any of its  Affiliates or Associates  may redeem,  acquire or purchase for value
any Rights at any time in any manner other than that  specifically  set forth in
this Section 23 or in Section 24 hereof,  and other than in connection  with the
purchase of Common Shares prior to the Distribution Date.

        Section 24. Exchange.

    (a) The Board of Directors  of the Company  may, at its option,  at any time
after any Person becomes an Acquiring  Person,  exchange all or part of the then
outstanding  and  exercisable  Rights (which shall not include  Rights that have
become void pursuant to the provisions of Section 11(a)(ii)) for Common Stock at
an exchange ratio of one share of Common Stock per Right, appropriately adjusted
to reflect any stock  split,  stock  dividend or similar  transaction  occurring
after the date hereof (such exchange ratio being hereinafter  referred to as the
"Exchange Ratio").  Notwithstanding the foregoing,  the Board of Directors shall
not be  empowered  to effect such  exchange at any time after any Person  (other
than an Excluded  Person),  together with all  Affiliates and Associates of such
Person,  becomes the  Beneficial  Owner of 50% or more of the Common Shares then
outstanding.

    (b) Immediately  upon the action of the Board of  Directors  of the  Company
ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24
and  without any  further  action and without any notice,  the right to exercise
such Rights shall  terminate  and the only right  thereafter of a holder of such
Rights  shall be to receive  that number of shares of Common  Stock equal to the
number of such Rights held by such holder  multiplied by the Exchange Ratio. The
Company  shall  promptly  give  public  notice of any such  exchange;  provided,
however,  that the  failure to give,  or any defect in,  such  notice  shall not
affect the validity of such exchange.  The Company  promptly shall mail a notice
of any  such  exchange  to all of the  holders  of such  Rights  at  their  last
addresses as they appear upon the registry books of the Rights Agent. Any notice
which is mailed in the manner herein provided shall be deemed given,  whether or
not the holder receives the notice.  Each such notice of exchange will state the
method by which the  exchange  of the Common  Stock for Rights  will be effected
and, in the event of any partial  exchange,  the number of Rights  which will be
exchanged.  Any partial  exchange shall be effected pro rata based on the number
of Rights (other than Rights which have become void  pursuant to the  provisions
of Section 11(a)(ii)) held by each holder of Rights.

    (c) In the event that there shall not be  sufficient  shares of Common Stock
issued but not  outstanding or authorized but unissued to permit any exchange of
Rights as  contemplated  in  accordance  with this Section 24, the Company shall
take all such action as may be necessary to  authorize  additional  Common Stock
for issuance upon exchange of the Rights. In the event the Company shall,  after
good faith  effort,  be unable to take all such  action as may be  necessary  to
authorize such additional Common Shares, the Company shall substitute,  for each
share of Common Stock that would otherwise be issuable upon exchange of a Right,
(i) cash,  (ii) other  equity  securities  of the  Company  (including,  without
limitation,  shares,  or units of shares, of preferred stock) which the Board of
Directors of the Company has deemed to have the same economic value as shares of
Common Stock (such shares of preferred stock, "common stock equivalents"), (iii)
debt securities of the Company, (iv) other assets, or (v) any combination of the
foregoing, having an aggregate value equal to the current per share market price
of one  share  of  Common  Stock  as of the  date  of  issuance  of  such  other
consideration,  where such aggregate  value has been  determined by the Board of
Directors  of the  Company  based  upon the  advice of a  nationally  recognized
investment banking firm selected by the Board of Directors of the Company.

    (d) The Company shall not be required to issue fractions of shares of Common
Stock or to distribute certificates which evidence fractional shares. In lieu of
such fractional  shares,  the Company shall pay to the registered holders of the
Rights  Certificates with regard to which such fractional shares would otherwise
be issuable an amount in cash equal to the same  fraction of the current  market
value of a whole share of Common Stock.  For the purposes of this paragraph (d),
the current  market  value of a whole share of Common Stock shall be the closing
price of a share of Common Stock (as determined  pursuant to the second sentence
of  Section  11(d)(i))  for the  Trading  Day  immediately  prior to the date of
exchange pursuant to this Section 24.

        Section 25. Notice of Certain Events.

    (a) In case the Company  shall  propose (i) to pay any  dividend  payable in
stock  of any  class  to the  holders  of  Common  Stock  or to make  any  other
distribution to the holders of Common Stock (other than a regular quarterly cash
dividend out of earnings or retained earnings of the Company),  or (ii) to offer
to the  holders  of Common  Stock  rights or  warrants  to  subscribe  for or to
purchase any  additional  shares of Common Stock or shares of stock of any class
or  any  other   securities,   rights  or  options,   or  (iii)  to  effect  any
reclassification  of its Common Stock (other than a  reclassification  involving
only the subdivision of outstanding  shares of Common Stock),  or (iv) to effect
any  consolidation or merger into or with any other Person or to effect any sale
or other  transfer (or to permit one or more of its  Subsidiaries  to effect any
sale or other transfer), in one transaction or a series of related transactions,
of  more  than  50% of the  assets  or  earning  power  of the  Company  and its
Subsidiaries (taken as a whole) to any other Person or Persons, or (v) to effect
the  liquidation,  dissolution or winding up of the Company,  then, in each such
case,  the  Company  shall give to each holder of a Rights  Certificate,  to the
extent  feasible  and in  accordance  with  Section 26 hereof,  a notice of such
proposed  action,  which shall  specify the record date for the purposes of such
stock dividend,  distribution  of rights or warrants,  or the date on which such
reclassification,    consolidation,   merger,   sale,   transfer,   liquidation,
dissolution,  or  winding  up is to take  place  and the  date of  participation
therein by the holders of the shares of Common Stock,  if any such date is to be
fixed,  and such notice  shall be so given in the case of any action  covered by
clause  (i) or (ii)  above  at  least  20 days  prior  to the  record  date  for
determining  holders of the shares of Common  Stock for purposes of such action,
and in the case of any such other action,  at least 20 days prior to the date of
the taking of such proposed action or the date of  participation  therein by the
holders of the shares of Common Stock, whichever shall be the earlier.

    (b) In case the event set forth in Section  11(a)(ii) shall occur,  then the
Company shall as soon as practicable  thereafter give to each holder of a Rights
Certificate,  to the extent feasible and in accordance with Section 26, a notice
which shall describe such event and the  consequences of the event to holders of
Rights under  Section  11(a)(ii)  hereof.

        Section 26. Notices.  Notices or demands authorized by this Agreement to
be given or made by the Rights Agent or by the holder of any Rights  Certificate
 to or on the  Company  shall be  sufficiently given or made if sent by 
first-class  mail,  postage  prepaid,  addressed (until another address is filed
in writing with the Rights Agent) as follows:

        Andrew Corporation
        10500 West 153rd Street
        Orland Park, Illinois  60462
        Attention:      Charles R. Nicholas
                Executive Vice President, Finance and
                Administration and Chief Financial Officer

Subject to the provisions of Section 21, any notice or demand authorized by this
Agreement  to be given or made by the  Company  or by the  holder of any  Rights
Certificate  to or on the Rights  Agent shall be  sufficiently  given or made if
sent by first-class mail,  postage prepaid,  addressed (until another address is
filed in writing with the Company) as follows:

        Harris Trust and Savings Bank
        111 West Monroe Street
        P.O. Box 755
        Chicago, Illinois  60690
        Attention:  Corporate Trust Department

Notices  or  demands  authorized  by this  Agreement  to be given or made by the
Company or the Rights  Agent to the holder of any  Rights  Certificate  (or,  if
prior to the  Distribution  Date,  to the  holder of  certificates  representing
shares  of  Common  Stock)  shall  be  sufficiently  given  or  made  if sent by
first-class  mail,  postage prepaid,  addressed to such holder at the address of
such holder as shown on the registry books of the Company.

        Section 27. Supplements and  Amendments.  The Company may from time to
time  supplement  or amend this Agreement without the approval of any holders of
Rights Certificates in order to cure any  ambiguity,  to correct or supplement
any provision contained  herein which may be defective or inconsistent  with any
other provisions  herein, or to make any other  provisions with respect to the
Rights which the Company may deem necessary or  desirable,  any such  supplement
or amendment to be evidenced by a writing signed by the Company and the Rights
Agent; provided, however, that from and after such time as any Person becomes an
Acquiring  Person,  this Agreement shall not be amended in any manner which
would adversely affect the interests of the holders of Rights.  Without limiting
the foregoing,  the Company may at any time prior to such time as any Person
becomes an  Acquiring  Person  amend this Agreement to lower the thresholds  set
forth in Sections  1(a) and 3(a) to not less than the greater of (i) the sum of
 .001% and the largest  percentage of the outstanding Common Shares then known by
the Company to be beneficially owned by any Person (other than an Excluded 
Person) and (ii) 10%.

        Section 28. Successors.  All the covenants and  provisions of this
Agreement by or for the benefit of the Company or the  Rights  Agent  shall bind
and inure to the  benefit  of their respective successors and assigns hereunder.

        Section 29. Benefits of This Agreement.  Nothing in this Agreement shall
be construed to give to any Person other than the  Company,  the  Rights  Agent
and  the  registered  holders  of the  Rights Certificates  (and, prior to the
Distribution  Date,  registered  holders of the Common  Stock)  any  legal  or
equitable  right,  remedy  or claim  under  this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Company, the Rights Agent and
the registered holders of the Rights Certificates (and, prior to the 
Distribution  Date,  registered holders of the Common Stock).

        Section 30. Severability. If any term,  provision,  covenant or 
restriction of this Agreement is held by a court of competent  jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the 
terms,  provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or  invalidated;
provided, however, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or 
effect of this Agreement, the right of redemption set forth in Section 23 hereof
shall be reinstated and shall not expire until the close of business on the
tenth day following the date of such  determination by the Board of Directors.

        Section 31. Governing Law.  This Agreement,  each Right and each Rights
Certificate  issued  hereunder  shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance  with the laws of such State  applicable  to contracts
made and to be performed  entirely  within such State.

        Section 32. Counterparts.  This Agreement may be executed in any number
of counterparts and each of such  counterparts  shall for all purposes be deemed
to be an original,  and all such counterparts shall together constitute but one
and the same instrument.

        Section 33. Descriptive Headings.  Descriptive headings of the several
Sections of this Agreement are inserted for convenience  only and shall not
control or affect  the meaning or construction of any of the  provisions hereof.

        IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


          ANDREW CORPORATION              HARRIS TRUST AND SAVINGS BANK



          /s/       James F. Petelle      /s/     Keith A. Bradley
          --------------------------      --------------------------------
          Name:     James F. Petelle      Name:   Keith A. Bradley
          Title:    Secretary             Title:  Assistant Vice President
          




                                   Exhibit A


                         Form of Rights Certificate


Certificate No. R-                                     _______ Rights



NOT  EXERCISABLE  AFTER  NOVEMBER 14, 2006 OR EARLIER IF  REDEMPTION OR EXCHANGE
OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT AND TO EXCHANGE
ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.


                              Rights Certificate

                              ANDREW CORPORATION


        This certifies that  _________________,  or registered  assigns,  is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement,  dated as of November 14, 1996,  (the  "Rights  Agreement"),  between
Andrew Corporation, a Delaware corporation (the "Company"), and Harris Trust and
Savings  Bank,  (the "Rights  Agent"),  to purchase from the Company at any time
after the  Distribution  Date (as such term is defined in the Rights  Agreement)
and prior to 5:00 P.M.,  Chicago  time,  on November  14, 2006 at the  principal
office of the Rights  Agent,  or at the office of its successor as Rights Agent,
one share of Common Stock, $.01 par value (the "Common Stock"),  of the Company,
at  a  purchase  price  of  $500.00  per  share  (the  "Purchase  Price"),  upon
presentation and surrender of this Rights  Certificate with the Form of Election
to  Purchase  duly  executed.  The  number of Rights  evidenced  by this  Rights
Certificate (and the number of shares of Common Stock that may be purchased upon
exercise  hereof) set forth above,  and the Purchase Price set forth above,  are
the number and Purchase Price as of November 14, 1996, based on the Common Stock
as constituted at such date. As provided in the Rights  Agreement,  the Purchase
Price and the number of shares of Common  Stock that may be  purchased  upon the
exercise  of the Rights  evidenced  by this  Rights  Certificate  are subject to
modification and adjustment upon the happening of certain events.

        This Rights  Certificate is subject to all of the terms,  provisions and
conditions of the Rights Agreement,  which terms,  provisions and conditions are
incorporated herein by reference and to which Rights Agreement reference is made
for a full description of the rights, limitations of rights, obligations, duties
and immunities hereunder of the Rights Agent, the Company and the holders of the
Rights Certificates. Copies of the Rights Agreement are on file at the principal
executive offices of the Company and the  above-mentioned  offices of the Rights
Agent.

        This Rights Certificate, with or without other Rights Certificates, upon
surrender at the  principal  office of the Rights  Agent,  may be exchanged  for
another  Rights  Certificate  or  Rights  Certificates  of like  tenor  and date
evidencing  Rights  entitling the holder to purchase a like aggregate  number of
shares of Common  Stock as the Rights  evidenced  by the Rights  Certificate  or
Rights Certificates  surrendered shall have entitled such holder to purchase. If
this Rights Certificate shall be exercised in part, the holder shall be entitled
to  receive  upon  surrender   hereof  another  Rights   Certificate  or  Rights
Certificates for the number of whole Rights not exercised.

        Subject to the provisions of the Rights Agreement,  the Rights evidenced
by this  Certificate (i) may be redeemed by the Company at a redemption price of
$.001 per Right or (ii) may be  exchanged  in whole or in part for shares of the
Company's Common Stock.

        No fractional shares of Common  Stock  will be  issued upon the exercise
of any Right or Rights evidenced hereby (other than fractions which are integral
multiples  of one share  of  Common  Stock,  which  may, at the  election of the
Company,  be  evidenced  by  depositary  receipts),  but in lieu  thereof a cash
payment will be made, as provided in the Rights Agreement.

        No  holder  of this  Rights  Certificate  shall be  entitled  to vote or
receive  dividends  or be deemed  for any  purpose  the  holder of the shares of
Common Stock or of any other  securities of the Company which may at any time be
issuable on the  exercise  hereof,  nor shall  anything  contained in the Rights
Agreement or herein be construed to confer upon the holder hereof,  as such, any
of the  rights  of a  stockholder  of the  Company  or any right to vote for the
election  of  directors  or upon any matter  submitted  to  stockholders  at any
meeting thereof,  or to give or withhold consent to any corporate  action, or to
receive notice of meetings or other actions  affecting  stockholders  (except as
provided  in the Rights  Agreement),  or to receive  dividends  or  subscription
rights,  or  otherwise,  until  the  Right or Rights  evidenced  by this  Rights
Certificate shall have been exercised as provided in the Rights Agreement.

        This Rights Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.


        WITNESS the facsimile  signature of the proper  officers of the Company.
Dated as of ____________, ____.


ATTEST: ANDREW CORPORATION

By:                     `                               By:
Its:                                                    Its:

Countersigned on                        ,       :


HARRIS TRUST AND SAVINGS BANK,
as Rights Agent

By:
                Authorized Signature

                  Form of Reverse Side of Rights Certificate

                              FORM  OF  ASSIGNMENT

        (To be  executed  by the  registered  holder if such  holder  desires to
transfer the Rights Certificate.)

        FOR VALUE RECEIVED _____________________________ hereby sells, assigns
and transfers unto_____________________________________________________________
                        (Please print name and address of transferee)
this Rights  Certificate,  together with all right,  title and interest therein,
and does hereby irrevocably constitute and appoint __________________  Attorney,
to  transfer  the within  Rights  Certificate  on the books of the  within-named
Company, with full power of substitution.


Dated:___________


        _______________________
        Signature

Signature Guaranteed:

        Signatures  must be guaranteed  by a member of or a  participant  in the
Securities  Transfer  Agents  Medallion  Program,  the New York  Stock  Exchange
Medallion Signature Program or the Stock Exchange Medallion Program.
- --------------------------------------------------------------------------------
        The  undersigned  hereby  certifies  that the Rights  evidenced  by this
Rights  Certificate  are not  beneficially  owned by an  Acquiring  Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).

Dated:_________________

      _________________
      Signature

                         FORM  OF  ELECTION  TO  PURCHASE

        (To be executed if holder desires to exercise Rights  represented by the
Rights Certificate.)

TO:     ANDREW CORPORATION

        The undersigned hereby irrevocably elects to exercise__________________
Rights represented by this Rights Certificate to purchase the shares of Common
Stock issuable upon the exercise of such Rights and requests that certificates
for such shares of Common Stock be issued in the name of:

Please insert social security
or other identifying number
- ------------------------------------------------------------------------
                (Please print name and address)
- ------------------------------------------------------------------------

        If such number of Rights  shall not be all the Rights  evidenced by this
Rights  Certificate,  a new Rights Certificate for the balance remaining of such
Rights shall be registered in the name of and delivered to:

Please insert social security
or other identifying number
- ------------------------------------------------------------------------
                (Please print name and address)
- ------------------------------------------------------------------------

Dated:___________________

      ___________________
      Signature

Signature Guaranteed:

        Signatures  must be guaranteed  by a member of or a  participant  in the
Securities  Transfer  Agents  Medallion  Program,  the New York  Stock  Exchange
Medallion Signature Program or the Stock Exchange Medallion Program.
- --------------------------------------------------------------------------------
        The  undersigned  hereby  certifies  that the Rights  evidenced  by this
Rights  Certificate  are not  beneficially  owned by an  Acquiring  Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).

Dated:___________________

      ___________________
      Signature

                                   NOTICE


        The signature in the Form of Assignment or Form of Election to Purchase,
as the case may be,  must  conform to the name as written  upon the face of this
Rights Certificate in every particular, without alteration or enlargement or any
change whatsoever.

        In the event the certification set forth above in the Form of Assignment
or the Form of Election to Purchase,  as the case may be, is not completed,  the
Company  and the  Rights  Agent  will deem the  beneficial  owner of the  Rights
evidenced by this Rights  Certificate to be an Acquiring  Person or an Affiliate
or Associate thereof (as defined in the Rights Agreement) and such Assignment or
Election to Purchase will not be honored.

                                 Exhibit B

                         Summary of Rights to Purchase
                                Common Stock

        On November 14, 1996, the Board of Directors of Andrew  Corporation (the
"Company")  declared a dividend of one common stock  purchase  right (a "Right")
for each outstanding share of Common Stock, $.01 par value (the "Common Stock"),
of the Company.  The dividend is payable to  stockholders of record at the close
of business on December 16, 1996 (the "Record  Date").  Each Right  entitles the
registered holder to purchase from the Company, under certain circumstances, one
share of Common  Stock of the  Company  at a price of  $500.00  per  share  (the
"Purchase Price"), subject to adjustment.

        The description and terms of the Rights are set forth in the Rights
Agreement (the "Rights Agreement") between the Company and Harris Trust and
Savings Bank, as Rights Agent (the "Rights Agent").  This summary description of
the Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated herein by reference.

        Until  the  earlier  to  occur  of  (i)  10  days   following  a  public
announcement  that a person or group of  affiliated  or  associated  persons (an
"Acquiring  Person")  has  acquired  beneficial  ownership of 15% or more of the
outstanding Common Stock, or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors  prior to such time as any person
or group of  affiliated  persons  becomes an  Acquiring  Person)  following  the
commencement  of, or  announcement  of an  intention  to make, a tender offer or
exchange  offer  the  consummation  of  which  would  result  in the  beneficial
ownership  by a  person  or group of 15% or more of the  outstanding  shares  of
Common Stock (the earlier of such dates being called the  "Distribution  Date"),
the Rights will be evidenced by the  certificates for shares of Common Stock and
not  by  separate  Rights   Certificates,   and  the  right  to  receive  Rights
Certificates will be transferable only in connection with the transfer of shares
of Common Stock.

        Until the Distribution Date (or earlier  redemption or expiration of the
Rights),  (i)  certificates  for shares of Common  Stock  outstanding  as of the
Record  Date,  together  with a Summary of Rights  attached,  will  evidence the
Rights,  (ii)  certificates  for shares of Common  Stock issued after the Record
Date upon  transfer  or new  issuance of shares of Common  Stock will  contain a
notation  incorporating  the Rights  Agreement by reference and thereby evidence
the Rights,  and (iii) the surrender for transfer of any  certificate for shares
of Common Stock outstanding,  even without a copy of the Summary of Rights being
attached or without such  notation,  will  constitute the transfer of the Rights
associated with the shares of Common Stock represented by such  certificate.  As
soon as  practicable  following the  Distribution  Date,  separate  certificates
evidencing  the  Rights  ("Rights  Certificates")  will be mailed to  holders of
record of the Common Stock as of the close of business on the Distribution  Date
and such separate Rights Certificates alone will evidence the Rights.

        The Rights are not exercisable until the Distribution Date.  The Rights
will expire on the tenth anniversary of the Record Date (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, in each case as described below.

        The Purchase Price payable,  and the number of shares of Common Stock or
other securities or property  issuable,  upon exercise of the Rights are subject
to adjustment from time to time to prevent  dilution (i) in the event of a stock
dividend on, or a subdivision,  combination or  reclassification  of, the Common
Stock,  (ii) upon the grant to  holders  of  shares of Common  Stock of  certain
rights or warrants to  subscribe  for or purchase  Common  Stock at a price,  or
securities  convertible into Common Stock with a conversion  price,  less than
the  then-current   market  price  of  the  Common  Stock,  or  (iii)  upon  the
distribution  to holders of the Common  Stock of evidences  of  indebtedness  or
assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
retained  earnings  or  dividends  payable in Common  Stock) or of  subscription
rights or warrants (other than those referred to above).

        The  number of  outstanding  Rights  and the  number of shares of Common
Stock issuable upon exercise of each Right are also subject to adjustment in the
event of a stock  split of the Common  Stock or a stock  dividend  on the Common
Stock  payable  in shares of Common  Stock or  subdivisions,  consolidations  or
combinations  of the Common  Stock  occurring,  in any such  case,  prior to the
Distribution Date.

        In the event that the Company is acquired in a merger or other  business
combination  transaction  or 50% or more of its  consolidated  assets or earning
power are sold after a person or group has become an  Acquiring  Person,  proper
provision will be made so that each holder of a Right will  thereafter  have the
right to receive,  upon the exercise thereof at the then-current  exercise price
of the Right,  that number of shares of common  stock of the  acquiring  company
which at the time of such  transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of affiliated
or associated  persons becomes an Acquiring  Person,  proper  provision shall be
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon  exercise  that number of shares of Common Stock having a market
value of two times the exercise price of the Right.

        At any time after any person or group  becomes an  Acquiring  Person and
prior  to the  acquisition  by  such  person  or  group  of 50% or  more  of the
outstanding Common Stock, the Board of Directors of the Company may exchange the
Rights  (other than Rights  owned by such person or group which will have become
void),  in whole or in part,  at an exchange  ratio of one share of Common Stock
per Right (subject to adjustment),  or cash,  other equity or debt securities of
the Company,  other  assets,  or any  combination  of the  foregoing,  having an
aggregate  value  equal to the current  per share  market  price of one share of
Common Stock as of the date of issuance of such other consideration,  where such
aggregate  value has been  determined  by the Board of  Directors of the Company
based  upon the  advice  of a  nationally  recognized  investment  banking  firm
selected by the Board of Directors of the Company.

        With certain exceptions, no adjustment in the Purchase Price will be 
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price.  No fractional shares of Common Stock will be issued and 
in, lieu thereof, an adjustment in cash will be made based on the market price
of the Common Stock on the last trading day prior to the date of exercise.

        At any time prior to the  acquisition by a person or group of affiliated
or associated persons of beneficial  ownership of 15% or more of the outstanding
Common  Stock,  the Board of  Directors  of the Company may redeem the Rights in
whole,  but not in part,  at a price of $.001 per right,  subject to  adjustment
(the "Redemption  Price"). The redemption of the Rights may be made effective at
such time on such basis with such  conditions  as the Board of  Directors in its
sole  discretion may establish.  Immediately  upon any redemption of the Rights,
the right to  exercise  the  Rights  will  terminate  and the only  right of the
holders of Rights will be to receive the Redemption Price.

        The terms of the Rights may be amended by the Board of  Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds  described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Common Stock then
known  to the  Company  to be  beneficially  owned  by any  person  or  group of
affiliated or associated  persons and (ii) 10%,  except that from and after such
time as any  person or group of  affiliated  or  associated  persons  becomes an
Acquiring  Person no such  amendment may  adversely  affect the interests of the
holders of the Rights.

        Until a Right is exercised,  the holder  thereof,  as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.

        A copy of the Rights Agreement has been filed with the Securities and 
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
November 18, 1996.  A copy of the Rights Agreement is available free of charge
from the Company.